Agreement for Manufacturing Services制造业服务合同docx.docx

1、Agreement for Manufacturing Services制造业服务合同docxAgreement for Manufacturing Services制造业服务合同Agreement No: _AGREEMENT FOR MANUFACTURING SERVICESThis Agreement (Agreement) is made as of this _,_,_(M,D,Y) between: AAA, Inc., _(ADDRESS)(AAA) and BBB, Inc., _(ADDRESS)(Customer)1. DEFINITIONS.a. Days means

2、calendar days unless otherwise specified.b. Product(s) means the AAA part number(s) or assembly(ies) identification numbers specified for the Customer.c. Services means the manufacturing services to be provided by AAA and other services as may be agreed upon by the parties.d. NRE means the non-recur

3、ring expenses including, but not limited to, engineering effort, tooling, fixtures or other similar appurtenances.2. TERM.2.1 This Agreement commences on _,_,_(M,D,Y) and ends on _,_,_(M,D,Y)unless ended earlier in accordance with this Agreement. AAA will inform Customer in advance of the expiry dat

4、e of the initial term of this Agreement.2.2 This Agreement may be renewed for additional one year terms upon ninety days written notice prior to the end of the initial term or renewed term subject to mutually agreed upon modifications, if any.3. SCOPE OF THE WORK.3.1 Upon receipt of a purchase order

5、 from Customer, AAA will sell Products and provide Services to Customer in accordance with this Agreement.3.2 Each purchase order will specify the quantity of Product required, the Services to be provided, if applicable, the prices agreed upon, and the required delivery dates. AAA will use its best

6、efforts to acknowledge Customers purchaser order within five (5) business days and indicate the ship date for Product(s).3.3 Customer will provide AAA all required information including all drawings, specifications, bills of material, and the Approved Vendors List, if applicable, for use in performa

7、nce of the Service. AAA shall not make or incorporate any change in the Products without the prior written approval of Customer.3.4 If Customer provides any test equipment or software, AAA will perform tests using such equipment or software according to Customers instructions. AAA assumes no liabili

8、ty for defects in Product(s) where failure to isolate the defect is attributable to such equipment or software.3.5 Customer may contract with AAA to develop the required unit functional test procedures and provide the necessary test equipment on mutually agreed upon terms.4. SHIPPING.4.1 All Product

9、s will be shipped F.O.B. AAAs plant, 844 Don Mills Road, North York, Ontario or other AAA authorized locations. AAA will use its best efforts to meet Customer delivery requirements. AAA will not be liable for any costs or expenses which might be incurred by Customer as a result of delays in delivery

10、.4.2 Title and risk of loss to Products will pass to Customer upon delivery to the carrier for shipment to Customer, irrespective of whether or not AAA has arranged for transportation according to Customer instructions.4.3 AAA will accept purchaser orders for different ship locations provided that e

11、ach ship location is identified on the purchase order and provided that a minimum quantity of Product as agreed to by the parties is shipped to each designated location. Customer may change a ship location by providing a minimum seven days prior notice to AAA.5. PRICING AND PAYMENT TERMS.5.1 Custome

12、r agrees to pay AAA for the Products and Services at the prices identified in Schedule A. All prices refer to U.S. dollars. Service charges will include one-time non-recurring expenses (NRE). Payment of NRE charges do not confer any rights in or title to such tooling, fixtures, or other appurtenance

13、s unless otherwise indicated in Schedule A. Payment terms are net thirty days and are subject to a 18% annual late payment charge.5.2 Customer agrees to pay any taxes, duties or government levies resulting from this Agreement excluding any taxes on AAAs income.5.3 Pricing will be reviewed and may be

14、 adjusted on a calendar quarterly basis. Any pricing changes will be reflected in revised Schedule A documents.5.4 Cost reductions in material or manufacturing value-add or assembly and test processes will be shared equally between AAA and Customer. Cost reviews will be conducted quarterly once Prod

15、uct shipments commence with identified reductions to be implemented in the subsequent quarter as reflected in revised Schedule A documents.6. PURCHASER ORDER(S)/FORECAST.6.1 Customer will provide to AAA purchase orders for a minimum of six months of order activity. Customer will also provide a forec

16、ast for an additional twelve months of order activity which will be updated on a monthly basis. AAA will purchase material to fulfill purchase orders and forecasts based on material lead time and pricing considerations.6.2 Any increase in total quantity of Product ordered constitutes an unplanned or

17、der to which normal lead times apply. If Customer requests and AAA accepts short lead time order(s), Customer is responsible for any premium costs incurred by AAA in fulfilling such orders.7. PURCHASE ORDER CANCELLATION.7.1 Customer may not cancel any order scheduled to be shipped within thirty days

18、. In addition, Customer may not cancel any orders for prototypes, pre-production pilot orders, or one-time orders for products unless otherwise agreed to in writing by AAA.7.2 Upon written notice to AAA, Customer may cancel purchase orders for Products in whole or in part. Cancellation charges apply

19、 to orders scheduled to ship between 31 days and 90 days from date of the order. AAA will use reasonable efforts to cancel any components on order and use non-cancelable components to fulfill other customer orders requiring the same components in an attempt to mitigate charges to Customer. Following

20、 such efforts, AAA will advise Customer of the cancellation charges due. Any cancellation charges would not exceed the maximum amounts stated below:Number of days written notice of Applicable payment for each productcancellation received prior to cancelled (expressed as a % of thescheduled ship date

21、 purchase order)* *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.Number of days written notice of Applicable payment for each productcancellation received prior to cancelled (

22、expressed as a % of thescheduled ship date purchase order)* *7.3 In the event of cancellation, in addition to the cancellation charges stated in 7.2, Customer will be responsible for the costs of long lead time components purchased on behalf of Customer which AAA is unable to mitigate. AAA will prov

23、ide a summary of such costs to Customer within thirty (30) days of notice of cancellation.8. PURCHASE ORDER RESCHEDULING.8.1 Orders which are scheduled within thirty days of the scheduled shipment date cannot be rescheduled.8.2 For orders scheduled to ship within 31 to 60 days, * of the total quanti

24、ty of Product may be rescheduled once but not for more than 60 days from the original scheduled ship date.8.3 For orders scheduled to ship within 61 to 90 days, * of the total quantity of Product may be rescheduled once but not for more than 60 days from the original scheduled ship date.8.4 For orde

25、rs with multiple ship dates, rescheduling refers to each date designed on the purchase order(s). Customer will be responsible for a * per month carrying charge for material costs incurred by AAA to meet the original ship date and which AAA is unable to mitigate.8.5 If a reschedule represents an acce

26、leration or increase. AAA will use its best efforts to meet the request subject to material and capacity availability. Any extra costs incurred to meet the request will be the responsibility of the Customer and will be mutually agreed to in writing prior to AAA taking any action concerning Customers

27、 request.8.6 In the event that AAA is unable to supply the Product due to conditions outside of AAAs control and the scheduled shipment date cannot be met, AAA will reduce the quantities supplied to Customer proportionately in relation to the quantities ordered by Customer and to the reductions in q

28、uantities given to other Customers.9. ENGINEERING CHANGES.9.1 Either party may request an engineering change by submitting a written request. The receiving party will review the request and advise on its position within a reasonable time, but no more than five days after receiving the written reques

29、t. A written acknowledgment signed by both parties is required to implement an engineering change.*Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.AAA will provide a response to

30、 any engineering change (EC) issued by Customer requiring a Stop Build or Stop Ship within one working day of receiving the request.9.2 Should AAA encounter manufacturing problems which are related to Customers design, AAA will notify Customer. Where such problems are attributable to the design prov

31、ided by Customer, AAA will review the problems with Customer and based on such explanation, Customer will be responsible for the costs incurred by AAA to correct such problems. AAA will not implement any changes to Customers design without Customers prior written approval. Where such changes delay t

32、he scheduled shipment dates for Product, Customer may not cancel any orders for Product affected by the delay.10. WARRANTY.10.1 Prototypes and pre-production/pilot products are provided AS IS without warranty of any kind.10.2 For all other products, AAA warrants that the Product(s) sold under this Agreement will be free from defects in workmanship for a period of thirty days or such longer period as may be stated in Schedule A commencing f